What I Say on Say-on-Pay Will Pay, I’d Say

Fred WhittleseyPay and Performance: The Compensation Blog0 Comments

OK, maybe I read a few too many Dr. Seuss books to the three little ones over the past 10 years.As we enter what will be an extremely busy November-December executive and equity compensation season, one theme will dominate:  say-on-pay.  This is not just an executive compensation topic. It has impact on every equity compensation plan and professional.  I’ve had … Read More

33 Reasons That Your Company’s Say-on-Pay Vote Might Go Sub-50% in 2013

Fred WhittleseyPay and Performance: The Compensation Blog0 Comments

News of companies that failed their say-on-pay vote is in the headlines almost daily this time of year.  What don’t make the headlines are stories of the companies that barely passed (in the 50% to 70% range) or that passed but plummeted from their 2011 approval levels.  Many in the former category last year failed this year.  Many in the … Read More

Bullet Proof Vest (ing) in the Current Compensation Governance Environment

Fred WhittleseyPay and Performance: The Compensation Blog0 Comments

“And it seems these days that everybody wears a bullet-proof vest” – Colbie Caillat,”Bullet Proof Vest“In the current compensation governance environment, many (perhaps most) companies are seeking the bullet-proof vest to fend off criticisms of proxy advisers and institutional shareholders in the say-on-pay process.One of the key components of the bullet-proof vest strategy is…the vesting schedule – and this is … Read More

Executive Compensation Controversy: What it Means for Equity Compensation in 2012

Fred WhittleseyPay and Performance: The Compensation Blog0 Comments

As we approach the 2012 proxy season – the months of March, April, and May when about 70% of public companies file their proxies for this year’s shareholder meeting – we provide an update on a number of significant developments. Over the past few months, a series of changes in proxy adviser policy, regulatory timelines, media coverage, and the political … Read More

Another CEO Pay Cut That Isn’t

Fred WhittleseyPay and Performance: The Compensation Blog0 Comments

I understand that stock options are difficult to understand.  And I understand that some journalists seem to have a keen interest in reporting how “overpaid” CEOs are, and others a similar interest in gleefully reporting that a CEO took a “pay cut.”The problem is, CEOs rarely have their compensation reduced through a direct action by the Compensation Committee of the … Read More

Human Capital Considerations – A Must Role For Compensation Committee

Fred WhittleseyPay and Performance: The Compensation Blog0 Comments

I was thrilled to be invited to co-author a piece with David Creelman (Canada) and Andrew Lambert (UK) of Creelman Lambert as we collectively continue to explore how to improve the linkage between Board-level governance processes and the necessary focus on human capital.Our key point is this: What’s the solution? There are three things we need: a committee with a … Read More

The Most Wonderful Time of the Year (Peer Groups)

Fred WhittleseyPay and Performance: The Compensation Blog0 Comments

“There’ll be scary ghost stories And tales of the glories of… Long, long ago”-Edward Pola and George Wyle as performed by Andy Williams (1963) “It’s the Most Wonderful Time of the Year” Yes, it’s the most wonderful time of the year – Compensation Committee season! As Committees gather to review 2011 and plan for 2012, we have a record number … Read More

About Four Years Ago

Fred WhittleseyPay and Performance: The Compensation Blog0 Comments

I was updating my website this weekend, and revisited some “old” articles I had authored.  Way back in late 2007 through early 2008.The field of equity compensation has gone through such tremendous upheaval over the past four years, I was ready to delete these links until I pondered for a moment the titles, that could have been written and be … Read More